Common use of Category C Customized Materials Clause in Contracts

Category C Customized Materials. Category C Customized Materials are those Customized Materials in which Amdocs, subject to the license grant to Clearwire and the Exclusivity Period described herein, shall be the sole and exclusive owner of such Customized Materials and Clearwire hereby assigns and agrees to assign to Amdocs, exclusively, all right, title, and interest therein. Ownership of Category C Customized Materials shall inure to the benefit of Amdocs from the date of conception, of creation, or of fixation in a tangible medium of expression (whichever occurs first), of such Customized Materials. Clearwire also acknowledges that the Parties do not intend Clearwire to be a joint author of the Category C Customized Materials within the meaning of the Copyright Act of 1976, as amended, and that in no event shall Clearwire be deemed the joint author of any Category C Customized Materials. For the avoidance of doubt, Amdocs’ ownership of the Customized Materials shall not derogate from Amdocs’ obligations hereunder with regard to Clearwire’s Confidential Information or from Clearwire’s rights in the Clearwire Owned Property. Amdocs hereby grants: (i) an Customer Care and Billing Services Agreement Confidential exclusive (for the duration of the Exclusivity Period described below) royalty-free, fully-paid, perpetual (provided however that such license may be terminated by Amdocs for a Material Default as determined by the Arbitrator pursuant to the provisions of Section 6.3.2) , non-transferable (except as permitted in this Agreement) license to Clearwire (or its designee) to [*****] with respect to [*****] the benefit of the use of, the Category C Customized Materials [*****] (subject to the provisions of Section [*****] hereof), in connection with the conduct of Clearwire’s [*****].

Category C Customized Materials. Category C Customized Materials are those Customized Materials in which Amdocs, subject to the license grant to Clearwire Sprint and the Exclusivity Period described herein, shall be the sole and exclusive owner of such Customized Materials and Clearwire Sprint hereby assigns and agrees to assign to Amdocs, exclusively, all right, title, and interest therein. Ownership of Category C Customized Materials shall inure to the benefit of Amdocs from the date of conception, of creation, or of fixation in a tangible medium of expression (whichever occurs first), of such Customized Materials. Clearwire Sprint also acknowledges that the Parties do not intend Clearwire Sprint to be a joint author of the Category C Customized Materials within the meaning of the Copyright Act of 1976, as amended, and that in no event shall Clearwire Sprint be deemed the joint author of any Category C Customized Materials. For the avoidance of doubt, Amdocs’ ' ownership of the Customized Materials shall not derogate from Amdocs’ ' obligations hereunder with regard to Clearwire’s Sprint's Confidential Information or from Clearwire’s rights in the Clearwire Owned PropertyInformation. Amdocs hereby grants: (i) an Customer Care and Billing Services Agreement Confidential exclusive (for the duration of the Exclusivity Period described below) a royalty-free, fully-paid, perpetual (provided however that such license may be terminated by Amdocs for a Material Default as determined by the Arbitrator pursuant to the provisions of Section 6.3.2) perpetual, non-transferable (except as permitted in this Agreement) license to Clearwire Sprint (or its designee) to use, copy, modify, and exploit [*****] with respect to [*****] the benefit of the use of, the Category C Customized Materials [***], and all derivatives thereof [**] in connection with the conduct of Sprint's [**] (which business shall be deemed not to include marketing itself, and operating as, a re-seller or re-licensor of software), with a right to enable Third Party service providers to use such Customized Materials to provide services to Sprint; and (ii) in addition to the license granted in clause (i) above, a royalty-free, fully-paid, perpetual, non-transferable (except as permitted in this Agreement) license to Sprint (or its designee) to use, copy, modify, and exploit [**], and to allow [**] the benefit of the use of, the Category C Customized Materials, [**], and all derivatives thereof (subject to the provisions of Section [*****] 2.11 (Sprint Parties) hereof), in connection with the conduct of Clearwire’s Sprint's [***] business (which business shall be deemed not to include marketing itself, and operating as, a re-seller or re-licensor of software), with a right to enable Third Party service providers to use such Customized Materials to provide services to Sprint, [**]. Further, the licenses granted by Amdocs under the preceding sentence shall be an exclusive to Sprint, such that without the prior written consent of Sprint, Amdocs shall be prohibited from marketing, licensing, selling, or delivering such Category C Customized Materials, to, or using such Category C Customized Materials for the benefit of, any Third Party during the period prior to, and for a period of [**] (or such other period if the Parties mutually agree) (the "Exclusivity Period") following, the date of Acceptance of the implementation of such Category C Customized Material into production for Sprint.

Category C Customized Materials. Category C Customized Materials are those Customized Materials in which Amdocs, subject to the license grant to Clearwire Sprint and the Category C Exclusivity Period described herein, shall will be the sole and exclusive owner of such Customized Materials and Clearwire Sprint hereby assigns and agrees to assign to Amdocs, exclusively, all right, title, and interest therein. Ownership of Category C Customized Materials shall will inure to the benefit of Amdocs from the date of conception, of creation, or of fixation in a tangible medium of expression (whichever occurs first), of such Customized Materials. Clearwire Sprint also acknowledges that the Parties do not intend Clearwire Sprint to be a joint author of the Category C Customized Materials within the meaning of the Copyright Act of 1976, as amended, and that in no event shall Clearwire will Sprint be deemed the joint author of any Category C Customized Materials. For the avoidance of doubt, Amdocs’ ownership of the Customized Materials shall will not derogate from Amdocs’ obligations hereunder with regard to ClearwireSprint’s Confidential Information or from Clearwire’s rights in the Clearwire Owned PropertyInformation. Amdocs hereby grants: (i) an Customer Care and Billing Services Agreement Confidential exclusive (for the duration of the Exclusivity Period described below) a royalty-free, fully-paid, perpetual (provided however that such license may be terminated by Amdocs for a Material Default as determined by the Arbitrator pursuant to the provisions of Section 6.3.2) perpetual, non-transferable (except as permitted in this Agreement) license to Clearwire Sprint (or its designee) to use, copy, modify, and exploit [*****] with respect to [*****] the benefit of the use of, the Category C Customized Materials Materials, [***], and all derivatives thereof [**] in connection with the conduct of Sprint’s [**] (which business will be deemed not to include marketing itself, and operating as, a re-seller or re-licensor of software), with a right to enable Third Party Providers to use such Customized Materials to provide services to Sprint; and (ii) in addition to the license granted in clause (i) above, a royalty-free, fully-paid, perpetual, non-transferable (except as permitted in this Agreement) license to Sprint (or its designee) to use, copy, modify, and exploit [**], and to allow [**] the benefit of the use of, the Category C Customized Materials, [**] and all derivatives thereof (subject to the provisions of Section [*****] 2.13 (Sprint Parties) hereof), in connection with the conduct of ClearwireSprint’s [***] business (which business will be deemed not to include marketing itself, and operating as, a re-seller or re-licensor of software), with a right to enable Third Party Providers to use such Customized Materials to provide services to Sprint, [**]. Further, the licenses granted by Amdocs under the preceding sentence will be an exclusive to Sprint, such that without the prior written consent of Sprint, Amdocs will be prohibited from marketing, licensing, selling, or delivering such Category C Customized Materials, to, or using such Category C Customized Materials for the benefit of, any Third Party during the period prior to, and for a period of [**] (or such other period if the Parties mutually agree) (the “Category C Exclusivity Period”) following, the date of Acceptance of the implementation of such Category C Customized Material into production for Sprint.